Annual Board performance review continued 88 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
FY26 – Internally led performance review by Chair supported by Group General Counsel and Company Secretary. Hybrid format, comprising self-assessment questionnaires for the Directors and Group General Counsel and Company – Secretary as well as one-on-one conversational meetings with the Senior Independent Director. – Group discussion at the Nominations and Governance Committee and Board meetings with actions agreed as well as outcomes from previous performance review and progress against each action reviewed.
FY27 – Expected to be an internally led performance review
FY25 – Externally facilitated review by Lorna Parker and Elaine Sullivan of Manchester Square Partners (‘MSP’), an independent external advisory firm. – MSP developed a framework outlining the suggested areas to gather and distil feedback, including strategy, challenges and risks, values and culture, role, dynamics, engagement, composition, leadership and succession. Following discussion with Chair, and to ensure that the specific objectives of the Board review were met, tailored questions were prepared for Directors to consider in advance of individual interviews. Board and Committee meetings were also observed with a review of Board and Committee packs. – Group discussion at the Nominations and Governance Committee and Board meetings with outcomes and actions agreed as well as outcomes from previous performance review and progress against each action reviewed.
Focus areas for FY27 The Board identified and agreed key areas of improvement and focus for FY27: – Board skills and expertise: identify opportunities to further strengthen Board expertise, particularly in the German market; – Board dynamics: create further opportunities for informal Board interaction, including dedicated NED-only sessions; – Succession planning: continue focus by the Nominations and Governance Committee and the Board on succession plans for the Board and senior management, as well as internal talent development plans; – Long-term strategic focus: continue to prioritise time in Board discussions for forward-looking strategy, technology choices, and long-term business model evolution; and – Site visits: add one further visit to a local business or market in the FY.
Progress on FY25 actions Progress against the areas identified for focus following the FY25 external performance review are shared below: Areas identified for improvement Progress: Longer-term strategic priorities:
There has been noticeable improvement in this area, over the last financial year. Additional time has been allocated on the Board agenda to allow for further in-depth discussions on Vodafone’s clear strategic vision including use of the Annual Strategy meeting, where strategic issues supporting customers, simplification and growth were discussed and addressed. During FY26, the Nominations and Governance Committee discussed Non-Executive Director (‘NED’) succession and senior management succession planning. The Board also considered insights from employee voice updates, the Spirit Survey responses and how the new Vodafone Learning Organisation had accelerated change in five areas: leadership accountability, leading talent acquisition, robust identification of talent, rigorous performance management and personalised skill and talent development. Consideration was also given to Vodafone Talent Strategy noting positive metrics in respect of internal promotions and assessment against external benchmarking. There have been improvements in this area, specifically in creating further opportunities for NEDs to meet employees informally. There have been 1:1 sessions with future talent and time spent with local teams during scheduled Board and Committee meetings which provide insight into employee sentiment and culture. In addition, a mentoring programme has been established with individuals allocated to each NED.
Prioritise time on the Board agenda to explore the longer-term strategic ambitions and direction for Vodafone Our people: Continue to ensure people topics are frequently discussed at the Nominations and Governance Committee as well as on the Board agenda, with a focus on succession planning and development Culture: Continue to create additional opportunities for Non-Executive Directors to meet employees informally and explore ways of testing culture change
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